Securities code: 00000 9 securities abbreviation: China Baoan Group Co.Ltd(000009) Announcement No.: 2022-008 China Baoan Group Co.Ltd(000009)
About the signing of investment cooperation agreement by its subsidiaries and
Announcement on foreign investment
The information disclosed by the board of directors is false, incomplete or misleading, or there is no guarantee that the information disclosed by the board of directors is true or complete.
1、 Overview of foreign investment
Beiteri New Material Group Co., Ltd. (hereinafter referred to as “beiteri”), a subsidiary of China Baoan Group Co.Ltd(000009) (hereinafter referred to as “the company”), intends to sign the investment cooperation agreement on beiteri high-end lithium ion battery cathode material industrialization project (hereinafter referred to as “the cooperation agreement”) with the people’s Government of Guangming District, Shenzhen, It is planned to invest in the construction of a 40000 ton / year silicon-based negative electrode material project in Guangming District, Shenzhen. The total investment of the project is expected to be 5 billion yuan.
At the 30th meeting of the 14th board of directors held on February 16, 2022, the company deliberated and adopted the proposal on signing the investment cooperation agreement and foreign investment by its subsidiaries. See the announcement on the resolution of the 30th meeting of the 14th board of directors disclosed on the same day for details.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the counterparty
1. Shenzhen Guangming District People’s Government
Address: public service platform at the intersection of Niushan road and Deya Road, Guangming District, Shenzhen
3、 Basic information of the project with an annual output of 40000 tons of silicon-based negative electrode materials
After obtaining the construction land in Guangming District, Shenzhen, the project is planned to be constructed by stages before the end of December 2023
Build and put into operation an annual capacity of 15000 tons of silicon-based negative electrode materials; Achieve an annual output of 40000 tons of silicon-based negative electrode materials before 2028. The total investment of the project is expected to be 5 billion yuan, of which the investment in fixed assets (including but not limited to land, plant and equipment) is about 3.5 billion yuan and the working capital is expected to be about 1.5 billion yuan.
Source of funds: self raised funds.
4、 Main contents of the cooperation agreement
Party A: Shenzhen Guangming District People’s Government
Party B: beiteri New Material Group Co., Ltd
In order to promote, expand and deepen the cooperation between the two sides and realize complementary advantages and win-win cooperation, Party A and Party B, based on the principles of equality, voluntariness, compensation and good faith, have reached the following cooperation intentions through friendly negotiation:
1. Party A intends to provide Party B with industrial land for the construction of “industrialization project of high-end lithium ion battery cathode materials”, and the intended land supply of the project is divided into two phases. Party B agrees that the main layout of the land for phase I of the project is 40000 tons of silicon-based negative electrode materials; The land for phase II will reasonably arrange the company’s new high-quality production capacity in the future in combination with the market demand, industry development trend, the company’s production capacity planning and layout and Shenzhen environmental protection policies.
2. Party B must start the construction of phase I project before the end of March 2022, and complete and put into operation before the end of December 2023, with an annual capacity of 15000 tons of silicon-based negative electrode materials; The annual output of 40000 tons of silicon-based negative electrode materials will reach full capacity by 2028. The total investment of phase I project shall not be less than 5 billion yuan, including fixed asset investment of about 3.5 billion yuan and working capital of about 1.5 billion yuan.
3. After obtaining the land for phase I project, Party B and its affiliated companies will receive unified output value and tax in Guangming district every year since 2022, which meets the cooperation intention.
4. After the land is delisted, Party B shall sign an industrial development supervision agreement and a land use right transfer contract with Party A and the land authority of Guangming District in accordance with the relevant provisions of the measures for the administration of land supply for industrial and other industries in Shenzhen and the measures for the implementation of the introduction and supervision of industrial land projects in Guangming district.
5. Party B promises to give priority to the layout and construction of positive and negative material production capacity in Guangming District in the future. Party A promises that in order to meet Party B’s demand for production expansion, it will provide industrial land on the basis of the above project land for Party B to layout the new production capacity of positive and negative materials.
6. Party A actively supports Party B to lead various high-end forums and other activities in the field of new material industry in Guangming District, and gives financial subsidies in accordance with relevant support policies. Party B strives to settle special industrial activities such as the International Forum on power lithium battery technology and industrial development in Guangming district.
7. Party A actively supports Party B to take root in Guangming and become bigger and stronger. In accordance with the relevant provisions of the special fund policy for economic development of Guangming District, Party A gives priority to giving Party B relevant support policy funds; In view of the major issues and difficulties encountered by Party B in the development process, Party A can provide support policies in the way of “one case, one discussion” according to the actual situation. 5、 Purpose, existing risks and impact on the company of foreign investment
In the context of the rapid development of new energy vehicle industry, consumers have put forward higher standards for the mileage of new energy vehicles, and the corresponding silicon-based cathode materials have also ushered in a period of development. Therefore, beiteri plans to invest in the construction of the project with an annual output of 40000 tons of silicon-based negative electrode materials to meet the future market demand. If the project is successfully completed and reaches full capacity, it will form an additional capacity of 40000 tons of silicon-based negative electrode materials per year, which will help to enhance the market competitiveness of beiteri’s negative electrode materials business and is expected to have a positive impact on the company’s future financial situation and operating results. Risk tips:
The project still needs to obtain construction land, total emission indicators, regional capacity emission indicators, energy consumption indicators, etc., and there are uncertain risks whether all of them can be obtained; The overall planning and implementation cycle of the project is long, the amount of investment is large, and the specific implementation progress, output and tax may not meet the expected risks; If the implementation conditions such as national or local policy adjustment and project approval, as well as the market environment, product technology and financing environment change, the implementation of the project may be subject to the risk of postponement, change, suspension or termination.
6、 Documents for future reference
1. Resolutions of the 30th meeting of the 14th board of directors;
2. Investment cooperation agreement;
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced
Board of directors February 17, 2002
